TECHNICAL ASSISTANCE AGREEMENT

This Agreement, entered into as of ___, is made by and between:

___, a company organized and existing under the laws of ___, hereinafter referred to as
“OWNER”, and

—--, a limited liability company organized and existing under the laws of —--, hereinafter
referred to as “CONSULTANT”.

RECITALS

A. OWNER desires to build the Plant, employing patents and proprietary technical
information licensed by CONSULTANT’s affiliate under the separate License and
Guarantee Agreement.
B. OWNER has awarded to CONSULTANT’s affiliate the Engineering Agreement related to
the Plant.
C. OWNER now wishes to engage CONSULTANT to perform certain technical assistance
during the detailed engineering phase, erection, construction, commissioning, start-up
and Performance Test of the Plant and training of OWNER’s personnel and
CONSULTANT is willing to provide such technical assistance to OWNER, subject to the
terms and provisions of this Agreement.

In consideration of the mutual covenants and premises set forth herein, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties
hereby agree as follows:

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 TABLE OF CONTENTS
1 DEFINITIONS
2 SCOPE OF TECHNICAL ASSISTANCE
3 RATES AND TERMS OF PAYMENT
4 TAXATION
5 OTHER RESPONSIBILITIES OF THE PARTIES
6 CONFIDENTIALITY
7 TERMINATION
8 WARRANTY AND LIABILITY
9 INDEMNITY
10 INSURANCE
11 TRANSFERABILITY
12 COMMUNICATIONS
13 DISPUTE RESOLUTION
14 CHOICE OF LAW AND ARBITRATION
15 FORCE MAJEURE
16 MISCELLANEOUS
17 ANTI-CORRUPTION UNDERTAKING
18 EXPORT CONTROLS
19 EFFECTIVE DATE

EXHIBITS
A TERMS AND CONDITIONS (SERVICE RATES)
B MINIMUM HSE REQUIREMENTS

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ARTICLE 1 - DEFINITIONS
1.01 The following capitalized terms used in this Agreement shall have the meanings
assigned to them in this Article 1. Any capitalized terms used in this Agreement but not
defined herein shall have the meanings assigned to them in the License and Guarantee
Agreement.
1.02 “Affiliate” shall mean one or more legal entitie(s) which, directly or indirectly, control(s),
or is/are controlled by, or is/are under common control with one of the Parties.
1.03 “Agreement” shall mean this technical assistance agreement and the Exhibits hereto.
1.04 “Confidential Information” shall mean any information disclosed, directly or indirectly, by
either Party to the other Party, regardless of the form of disclosure, including but not
limited to written or electronic form (including but not limited to drawings, offers,
specifications, data sheets, calculations, test results, process conditions, samples, etc.)
or oral or visual form during visits to plants, presentations, etc.
1.05 “Detailed Engineering Contractor(s)” shall mean the contractor(s) designated by
OWNER to perform the detailed engineering.
1.06 “Effective Date” shall be the date specified in Article 19.01.
1.07 “Engineering Agreement” shall mean the Contract “Consultancy Services for
Development of Basic Engineering Design Package (BEDP) Hydrogen Manufacturing
Unit RDMP RU V-Balikpapan” (NO. 003/V10110/2018-S0) entered into between
CONSULTANT’s affiliate and OWNER for the provision of the BED Package relating to
the Plant dated June 6, 2018.
1.08 “Exhibit” or “Exhibits” shall mean each or all the exhibits to this Agreement as set forth in
the Table of Contents, as applicable.
1.09 “General Data Protection Regulation” or “GDPR” shall mean the regulation as per Article
6.02.
1.10 “License and Guarantee Agreement” shall mean the Attachment A2 (“License Terms
and Conditions”) of the Engineering Agreement Entered into between OWNER and
CONSULTANT’s affiliate related to the Plant dated June 6, 2018.
1.11 “Licensed Technology” shall mean the technology licensed to OWNER pursuant to the
terms of the License and Guarantee Agreement.
1.12 “Party” or “Parties” shall mean each or both of CONSULTANT and OWNER and their
respective successors and permitted assigns, as applicable.
1.13 “Performance Guarantees” shall mean the guarantees of Plant performance provided by
CONSULTANT’s affiliate as set forth in the License and Guarantee Agreement.
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1.14 “Performance Test” shall mean the test or tests to be conducted by OWNER to
determine whether the Plant has achieved the Performance Guarantees provided by
CONSULTANT’s affiliate, all as more fully set forth in the License and Guarantee
Agreement.
1.15 “Plant” shall mean the Hydrogen Manufacturing Unit (HMU) plant owned by and to be
constructed by or on behalf of OWNER at the Plant Site employing Licensed Technology
(as defined in the License and Guarantee Agreement), designed for the Rated Annual
Capacity (as defined in the License and Guarantee Agreement).
1.16 “Plant Site” shall mean OWNER’s industrial facility in OWNER’S Refinery Unit – V
Balikpapan where the Plant will be located.
1.17 “Reciprocal Confidentiality Agreement” shall mean the confidentiality agreement
concluded between OWNER and CONSULTANT’s affiliate effective from June 5, 2018.
1.18 “Related Agreements” shall mean, collectively, the License and Guarantee Agreement
and the Engineering Agreement.
1.19 “Technical Assistance” shall mean all services to be provided by CONSULTANT to
OWNER under this Agreement.

ARTICLE 2 - SCOPE OF TECHNICAL ASSISTANCES

2.01 CONSULTANT shall provide to OWNER, upon OWNER’ written request, Technical
Assistance during the detailed engineering phase, erection, construction, training,
commissioning, start-up and Performance Test of the Plant in accordance with the terms
and conditions set out in Exhibit A. Notwithstanding such Technical Assistance,
CONSULTANT does not assume any guarantees or warranties under this Agreement for
the Plant being correctly detailed designed, erected, constructed, commissioned and/or
started-up.
2.02 OWNER shall endeavor to submit any request for Technical Assistance that will require
travels overseas as far as possible in advance but in no event later than thirty (30)
calendar days prior to the scheduled commencement of the Technical Assistance to
allow CONSULTANT to mobilize the required technical advisors. CONSULTANT will use
best efforts to respond to OWNER’ request earlier than the thirty (30) calendar days, if
needed. CONSULTANT shall make home office personnel available via
telecommunication for Technical Assistance not requiring travel overseas.
2.03 CONSULTANT shall give OWNER a written order confirmation consistent with
OWNER’s request and advise OWNER of the name(s) of the technical advisors selected
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 to perform the Technical Assistance as well as scope and intended duration of the
Technical Assistance. OWNER shall have the right to reject technical advisors selected
by CONSULTANT.
2.04 Any technical advisors furnished under this Article 2. may be employees, agents or
contractors of CONSULTANT or its Affiliates.
2.05 Technical advisors shall have full access to:
a) all design documents related to or required for the Technical Assistance;
b) design offices where the detailed engineering for the Plant is performed; and
c) the Plant Site.
2.06 OWNER shall provide at its expense office spaces in the design offices of the Detailed
Engineering Contractor(s) and offices on the Plant Site. All offices shall be lockable,
illuminated, heated and/or air-conditioned. The offices on the Plant Site shall have
restroom facilities, telecommunication devices (direct dial telephone lines, fax
machine(s), internet access etc.) and re-production services (including all charges and
running costs).
2.07 During the complete period of Technical Assistance, OWNER shall maintain the Plant Site
including the site facilities:
a) in such condition that CONSULTANT’s technical advisors can perform the Technical
Assistance safely; and
b) that they comply with the minimum requirements as set forth in Exhibit B.
In the event OWNER fails to comply with the requirements as per this Article 2.07,
CONSULTANT may immediately, in addition to other rights and remedies available to it
(including but not limited to rights under Article 7.01), remove some or all of its technical
advisors from the Technical Assistance location, suspend performance of all or any part
of this Agreement, and/or perform Technical Assistance from an alternate location
determined by CONSULTANT.
2.08 OWNER shall comply with the applicable statutory regulations. OWNER shall in particular
comply with the statutory regulations on accident prevention and on the handling of hazardous
materials as well as all other applicable statutory instructions for operation and inform
CONSULTANT’s technical advisors of these regulations. Furthermore, OWNER shall instruct
CONSULTANT’s technical advisors regarding the operational safety rules and regulations in due
time prior to the start of the Technical Assistance. CONSULTANT will not be liable for damage
resulting from the non-compliance with these regulations and instructions by OWNER’s
personnel.
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2.09 CONSULTANT technical advisors shall abide by all site regulations and safety
procedures as made known to them.

ARTICLE 3 - RATES AND TERMS OF PAYMENTS

3.01 For the performance of the Technical Assistance as per Article 2., OWNER shall pay to
CONSULTANT on a reimbursable basis:
a) daily rates as defined in Exhibit A which will be charged per person and per
calendar day of absence from the home office (travel time of one (1) travel day
when traveling west, and two (2) travel days when traveling east shall be
considered as working time) and are based on a working time of forty (40) hours
per week, eight (8) hours per day Monday to Friday (excluding bank holidays);
b) any working time in excess of forty (40) hours Monday to Friday (excluding bank
holidays) shall be charged at the hourly (1/8 of the daily rate) rate plus twenty-five
percent (25%); and
c) any working time on Saturdays, Sundays or bank holidays shall be charged the
hourly (1/8 of the daily rate) rate plus fifty percent (50%).
3.02 The rates as per Article 3.01 shall be firm and fixed for a period of two (2) years from the
Effective Date and shall thereafter be subject to escalation of five percent points (5%)
per year.
3.03 The following costs which are not included in the daily rates as per Article 3.01 and shall
thus be paid by OWNER to CONSULTANT on a reimbursable basis plus ten percent
(10%) handling fee:
a) a daily living allowance per person and per calendar day in accordance with
CONSULTANT’s travel policy (reviewable upon request by OWNER), covering
meals and daily incidental expenses presently at ___ (___) Euro for ___;
b) round trip air fare in business class at cost scheduled at least twenty-one (21)
calendar days in advance, if possible;
c) accommodation in local hotel equivalent to four (4) star hotel or best available
reasonable equivalent in such cases that a four (4) star hotel is not available in
close proximity to the Plant or design offices as per Article 2.05 b);
d) one (1) car for three (3) technical advisors for local transportation or taxis,
e) excess luggage for special tools, instruments, technical documents etc. during the
journey, if required;

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 f) reasonable costs related to the home leaves of technical advisors as defined in
Article 3.04.
3.04 After each three (3) months continuous stay at the Plant Site or design offices as per
Article 2.05 b), technical advisors shall be entitled to fourteen (14) calendar days home
leave. The fourteen (14) calendar days shall include travel time. OWNER will only be
responsible for the air fare costs and any other necessary expenses incurred for
retaining the accommodation in proximity to the Plant during the fourteen (14) calendar
day home leave, if such retainage is needed to secure the accommodation upon the
technical advisors return.
3.05 CONSULTANT shall invoice OWNER on a monthly basis for Technical Assistance
performed during the preceding calendar month. Each invoice shall be identified by the
Agreement number and shall be accompanied by a time sheet signed by both
CONSULTANT and OWNER.
3.06 The payments as per this Article 3. shall be paid in Euro within fourteen (14) calendar
days from receipt of the respective invoice and shall be effected by SWIFT to such
financial institution as CONSULTANT may specify in the respective invoice and refer to
the invoice number.
3.07 All bank charges and fees outside of Germany in connection with this Agreement or with
any payments in respect hereof shall be borne and directly paid by OWNER.
3.08 Any late payment of undisputed sums shall bear interest at a rate equal to EURIBOR for
one (1) month Euro deposits plus three percent points (3%) per annum until the unpaid
amount is paid in full to CONSULTANT. No interest shall be paid on disputed sums
unless such dispute proves to be unjustified, in which case interest shall be paid from
the original due date.

ARTICLE 4 - TAXATION
4.01 All taxes, dues, fees and levies applicable in Germany will be for the account of
CONSULTANT. The prices do not include any costs for a permanent establishment,
custom duties, customs handling, taxes, withholding taxes, business taxes, dues, fees
and levies of whatever nature that may be imposed by relevant authorities outside
Germany, which will be for the account of OWNER and directly paid by OWNER or
reimbursed by OWNER to CONSULTANT, if CONSULTANT is obliged to pay such
costs for a permanent establishment, custom duties, customs handling, taxes,
withholding taxes, business taxes, dues, fees and levies.
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4.02 OWNER shall send the original of the withholding tax certificate or of a tax exemption
issued by the tax authorities to CONSULTANT.

ARTICLE 5 - OTHER RESPONSIBILITIES OF THE PARTIES

5.01 Nothing in this Agreement shall be construed as authorization for either Party to act as
agent for the other. Nothing in this Agreement shall authorize or permit either Party to
make any representation or warranty on behalf of the other, nor shall it create a
partnership, joint venture, or similar legal relationship between them.
5.02 All documents to be provided by CONSULTANT shall be prepared on CONSULTANT’s
standard forms and shall be in the English language, following CONSULTANT’s
standard specifications, but in any event in conformance with the terms and
requirements of this Agreement and its Exhibits.
5.03 CONSULTANT shall not be responsible for permits and authorizations from appropriate
authorities so as to allow OWNER to erect and to operate the Plant.

ARTICLE 6 - CONFIDENTIALITY AND DATA PROTECTION

6.01 Any Confidential Information exchanged between the Parties under this Agreement or
otherwise in connection with the Technical Assistance shall be subject to the Reciprocal
Confidentiality Agreement, which is incorporated herein by reference, as modified by
Article 12. of the License and Guarantee Agreement.
6.02 Each Party shall comply with the Regulation (EU) 2016/679 of the European Parliament
and of the Council of 27 April 2016 on the protection of natural persons with regard to
the processing of personal data and on the free movement of such data (the “General
Data Protection Regulation” or “GDPR”) and any applicable national data protection
laws.
6.03 Each Party shall use, and ensure that its respective subcontractors use, personal data of
the disclosing Party or of third disclosing parties exclusively for the purposes of
execution of this Agreement. The disclosing Party confirms that it is authorized to
provide the receiving Party with personal data. If one Party shall act as data processor
as per applicable data protection laws, the parties shall enter into a data processing
agreement (in accordance with the legal requirements of Art. 28 GDPR) or an equivalent
thereto in order to ensure legal compliance with respect to such data processing. If
during the performance of this Agreement the receiving Party needs to transfer personal

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 data to third parties, the receiving Party shall enter into similar data processing
agreements in accordance with and to the extent required by Articles 6.02 to 6.06.
6.04 Upon termination of this Agreement, the receiving Party shall, upon written request by
the disclosing Party (acting reasonably), return to the disclosing Party all received
personal data as well as the results of the processing of such data and shall delete all
copies thereof, except for any data retention within a period necessary for the purposes
for which the personal data are processed.
6.05 During the performance of this Agreement and any applicable additional retention time,
the receiving Party shall:
a) keep personal data of the disclosing Party protected by state-of-the-art security
measures; and
b) restrict access to trained staff that is committed to appropriate confidentiality
obligations.
6.06 The receiving Party shall not transfer or process any personal data outside the
European Economic Area (EEA) without procuring beforehand that any subcontractor
enters into and complies with the Standard Contractual Clauses (or such other clause or
agreement which may be approved from time to time by the European Commission).

ARTICLE 7 - TERMINATION
7.01 CONSULTANT may suspend and/or terminate this Agreement and all rights hereunder:
a) upon thirty (30) calendar days written notice to OWNER, if OWNER breaches or
defaults on its obligation to make payments in accordance with this Agreement,
unless before the end of such thirty (30) calendar day period OWNER has cured
the default or breach by making payment of the amounts due, including any late
payment interest, and so notifies CONSULTANT; or
b) upon thirty (30) calendar days written notice to OWNER for failure of OWNER to
fulfil any other of its material obligations under this Agreement, unless OWNER
shall remedy such failure within thirty (30) calendar days after written notice from
CONSULTANT specifying the nature of the failure as herein provided, or if the
failure is not reasonably susceptible of complete remedy with such fourteen thirty
(30) day period, if OWNER fails to commence the remedy within thirty (30)
calendar days after receipt of the aforementioned notice from CONSULTANT and
to diligently continue such remedy; or
c) with immediate effect by written notice in the events as per Article 17. and/or 18.
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 In the event of suspension under this Article 7.01, OWNER shall pay to CONSULTANT
for any reasonable, actual, out-of-pocket charges and expenses associated with such
suspension incurred, paid or to be paid by CONSULTANT.
In the event of termination under this Article 7.01, OWNER shall pay to CONSULTANT
for:
a) all unpaid portions of the Technical Assistance performed through the date of
termination;
b) a reasonable profit on the remaining value of the Technical Assistance,
c) all third party cancellation charges incurred, paid or to be paid by CONSULTANT,
which CONSULTANT shall endeavour to minimize; and
d) all other reasonable, actual, out-of-pocket charges and expenses incurred, paid or
to be paid by CONSULTANT in connection with such termination.
CONSULTANT shall substantiate the Technical Assistance claimed in accordance with
the time sheets and substantiate all other charges and expenses in connection with such
suspension or termination.
7.02 OWNER, upon thirty (30) calendar days written notice to CONSULTANT, may terminate
this Agreement for failure of CONSULTANT to perform its material obligations
hereunder, unless CONSULTANT remedies such failure and so notifies OWNER within
thirty (30) calendar days after receipt of a written notice from OWNER, specifying the
nature of the failure as herein provided, or if the failure is not reasonably susceptible to
complete remedy within such thirty (30) calendar day period, if CONSULTANT fails to
commence the remedy within thirty (30) calendar days after receipt of the
aforementioned notice from OWNER. In the event of termination under this Article 7.02,
OWNER shall pay to CONSULTANT for:
a) all unpaid portions of the Technical Assistance performed through the date of
termination;
b) all third party cancellation charges incurred, paid or to be paid by CONSULTANT,
which CONSULTANT shall endeavour to minimize; and
c) all other reasonable, actual, out-of-pocket charges and expenses incurred, paid or
to be paid by CONSULTANT in connection with such termination.
7.03 If any of the events referred to in Article 15.01 continues for more than sixty (60)
consecutive calendar days or one hundred twenty (120) calendar days in the aggregate
during the performance of the Technical Assistance, each Party may terminate this
Agreement with immediate effect by written notice to the other Party. In this case, the
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 provisions of Article 7.01 shall apply.
7.04 OWNER, upon fourteen (14) calendar days written notice to CONSULTANT, may
terminate this Agreement in the event of the occurrence of any of the following:
a) if CONSULTANT shall be or become insolvent;
b) if CONSULTANT shall call any meeting of creditors or if a receiver, administrator,
liquidator or trustee shall be appointed for CONSULTANT or its assets; or
c) if any petition, proceeding or action under any bankruptcy proceedings shall be
filed or instituted by CONSULTANT or against CONSULTANT and, in the event
such proceeding is filed against CONSULTANT, such proceeding is not dismissed
within sixty (60) calendar days.
In the event of termination under this Article 7.04, OWNER shall pay to CONSULTANT
for:
d) all unpaid portions of the Technical Assistance performed through the date of
termination;
e) all third party cancellation charges incurred, paid or to be paid by CONSULTANT,
which CONSULTANT shall endeavour to minimize; and
f) all other reasonable, actual, out-of-pocket charges and expenses incurred, paid or
to be paid by CONSULTANT in connection with such termination.
7.05 OWNER or CONSULTANT, upon thirty (30) calendar days written notice to the
respective other Party, may terminate this Agreement for convenience. In the event of
termination under this Article 7.05, OWNER shall pay to CONSULTANT for:
a) all unpaid portions of the Technical Assistance performed through the date of
termination;
b) a reasonable profit on the remaining value of the Technical Assistance in the event
of OWNER terminating in accordance with this Article 7.05;
c) all third party cancellation charges incurred, paid or to be paid by CONSULTANT,
which CONSULTANT shall endeavour to minimize; and
d) all other reasonable, actual, out-of-pocket charges and expenses incurred, paid or
to be paid by CONSULTANT in connection with such termination.
7.06 If this Agreement is terminated and/or expires for any cause:
a) nothing herein will be construed to release either Party of any obligation matured
or accrued prior to the effective date of such termination and/or expiry; and

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 b) the provisions of Articles 6., 7., 8.03, 8.04, 8.05, 8.06, 8.07, 13., 14. and 17. shall
survive any termination and/or expiry of this Agreement, regardless of the cause of
such termination and/or expiry, and remain in full force and effect.

ARTICLE 8 - WARRANTY AND LIABILITY

8.01 CONSULTANT warrants that the Technical Assistance will be performed with care, skill
and diligence, in accordance with the applicable professional standards currently
recognized by such profession, in accordance with this Agreement and good
international engineering practice prevailing as of the date of signing this Agreement. If
OWNER can demonstrate within twelve (12) months after completion of the Technical
Assistance that any part of such Technical Assistance contains a material error or
omission solely due to CONSULTANT’s default, CONSULTANT shall, to the exclusion of
all other rights or remedies of OWNER, timely correct such error or omission by re-
performance free of charge.
8.02 CONSULTANT warrants that all technical advisors provided to perform the Technical
Assistance under this Agreement have full and relevant experience and proper
qualifications to perform such Technical Assistance and shall to the exclusion of any
further claims replace any technical advisor not meeting this level of qualification.
8.03 IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF
ACTION, WHETHER BASED ON STATUTE, CONTRACT, WARRANTY,
INFRINGEMENT, TORT (INCLUDING NEGLIGENCE OF ANY NATURE AND
WHETHER SOLE OR CONCURRENT), STRICT LIABILITY, EQUITY OR OTHERWISE,
SHALL CONSULTANT'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS UNDER
OR RELATING TO THIS AGREEMENT EXCEED TEN PERCENT (10%) OF THE
PAYMENTS RECEIVED BY CONSULTANT IN ACCORDANCE WITH ARTICLE 3.
8.04 CONSULTANT SHALL HAVE NO LIABILITY WHATSOEVER TO OWNER UNDER OR
RELATING TO THIS AGREEMENT FOR LOSS OF PRODUCT, PROFITS OR
REVENUES (INCLUDING REVENUES FROM SOURCES OTHER THAN THIS
AGREEMENT), LOSS OF USE OR PRODUCTION, COST OF CAPITAL,
WITHDRAWAL OR RECALL OF MATERIAL, OR CLAIMS OF CUSTOMERS,
INCREASED COSTS OF CONSTRUCTION, AND FOR ANY CONSEQUENTIAL,
INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES,
REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION, WHETHER
BASED ON STATUTE, CONTRACT, WARRANTY, INFRINGEMENT, TORT
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 (INCLUDING NEGLIGENCE OF ANY NATURE AND WHETHER SOLE OR
CONCURRENT), STRICT LIABILITY, EQUITY OR OTHERWISE, ALL OF WHICH
LOSSES AND/OR DAMAGES ARE EXPRESSLY WAIVED.
8.05 CONSULTANT does not assume any liability whatsoever hereunder for the Plant being
correctly detailed designed, erected, constructed, commissioned and/or started-up.
8.06 THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN
LIEU OF ALL OTHER WARRANTIES AND GUARANTEES (INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR THE PURPOSE INTENDED OR
NON-INFRINGEMENT), WHETHER WRITTEN OR ORAL OR IMPLIED IN FACT OR IN
LAW, AND WHETHER BASED ON STATUTE, CONTRACT, WARRANTY,
INFRINGEMENT, TORT (INCLUDING NEGLIGENCE OF ANY NATURE AND
WHETHER SOLE OR CONCURRENT), STRICT LIABILITY, EQUITY OR OTHERWISE.
8.07 These limitations of liability and waivers shall be applicable to the benefit of
CONSULTANT’s Affiliates and CONSULTANT’s subcontractors.

ARTICLE 9 - INDEMNITY
9.01 OWNER shall defend and indemnify CONSULTANT and its Affiliates, and their
respective agents, employees, officers, directors and assignees (individually and
collectively the “CONSULTANT Indemnitees”) and hold them harmless from and against
all third party claims, suits, demands, damages, expenses, losses and liability (including
but not limited to reasonable expenses and attorneys’ fees) for death, personal and
bodily injury, illness and property damage arising out of OWNER’s acts or omissions
relating to the subject matter of this Agreement. Such indemnification shall not apply to
claims, suits, demands, damages, expenses, losses and liability to the extent that such
claims, suits, demands, damages, expenses, losses and liability result directly from
gross negligence or willful misconduct of the CONSULTANT Indemnitees.
9.02 OWNER shall defend and indemnify the CONSULTANT Indemnitees, and hold them
harmless from and against all claims, suits, demands, damages, expenses, losses and
liability (including but not limited to reasonable expenses and attorneys’ fees)” for death,
personal and bodily injury and illness of OWNER’s employees. Such indemnification
shall not apply the extent that such claims, suits, demands, damages, expenses, losses
and liability result directly from gross negligence or willful misconduct of the
CONSULTANT Indemnitees.
9.03 CONSULTANT shall defend and indemnify OWNER, its agents, employees, officers,
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 directors and assignees (individually and collectively the “OWNER Indemnitees”) and
hold them harmless from and against all claims, suits, demands, damages, expenses,
losses and liability (including but not limited to reasonable expenses and attorneys’
fees)” for death, personal and bodily injury and illness of CONSULTANT’s employees.
Such indemnification shall not apply the extent that such claims, suits, demands,
damages, expenses, losses and liability result directly from gross negligence or willful
misconduct of the OWNER Indemnitees.
9.04 OWNER HEREBY WAIVES, RELEASES AND DISCHARGES CONSULTANT AND ITS
AFFILIATES, AND THEIR RESPECTIVE AGENTS, EMPLOYEES, OFFICERS,
DIRECTORS AND ASSIGNEES (INDIVIDUALLY AND COLLECTIVELY THE
“CONSULTANT RELEASEES”) FROM ANY CLAIM, WHETHER IN STATUTE,
CONTRACT, WARRANTY, INFRINGEMENT, TORT (INCLUDING NEGLIGENCE OF
ANY NATURE AND WHETHER SOLE OR CONCURRENT), STRICT LIABILITY,
EQUITY OR OTHERWISE, FOR A) LOSS OF OR DAMAGE TO THE PLANT,
INCLUDING ANY EQUIPMENT AND OTHER TANGIBLE MATERIALS AND
PROPERTY INCORPORATED OR TO BE INCORPORATED INTO THE PLANT, B)
ANY ECONOMIC LOSS OR ECONOMIC DAMAGE SUSTAINED BY OWNER
RESULTING FROM ANY PROPERTY LOSS OR DAMAGE TO THE PLANT,
INCLUDING ANY EQUIPMENT AND OTHER TANGIBLE MATERIALS AND
PROPERTY INCORPORATED OR TO BE INCORPORATED INTO THE PLANT. SUCH
RELEASE SHALL NOT APPLY TO LOSSES OR DAMAGES TO THE EXTENT THAT
SUCH LOSSES OR DAMAGES RESULT DIRECTLY FROM GROSS NEGLIGENCE
OR WILFULL MISCONDUCT OF THE CONSULTANT RELEASEES.

ARTICLE 10 - INSURANCE
10.01 OWNER shall - at its cost and expense - procure and maintain prior to commencement
of the Technical Assistance until expiry of all obligations under this Agreement,
construction all risk insurance from a financially secure insurance company acceptable
to CONSULTANT against all risk of physical loss or damage to the Plant, equipment and
materials incidental to the Plant incorporated or to be incorporated into the Plant with a
deductible not exceeding Euro XXX (Euro XXX). OWNER shall name CONSULTANT
and its Affiliates and/or subcontractors as additional insured under the policy of such
construction all risk insurance and shall cause the insurance companies to waive all
express and/or implied rights of subrogation against CONSULTANT and its Affiliates
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 and/or subcontractors.
10.02 Upon CONSULTANT’s request, OWNER shall provide written evidence of the insurance
coverage as per Article 10.01.

ARTICLE 11 - TRANSFERABILITY
11.01 This Agreement shall be binding upon and inure to the benefit of each Party hereto and
its successors and permitted assigns. Neither this Agreement nor any right, assurance
or obligation hereunder is assignable by either Party without the other Party’s written
consent, and any attempted assignment without such consent shall be void and of no
force or effect.

ARTICLE 12 - COMMUNICATIONS
12.01 Any notice, statement or other communication to the other Party hereunder shall be in
writing in the English language and any such notice, statement or other communication
hereunder shall be sent by reputable overnight courier service or by prepaid, first class
registered mail, return receipt requested, or by telefax with confirmation of transmission
by registered mail, return receipt requested:

to CONSULTANT at:

and to OWNER at:

or to such address as changed by written notice given by such Party. To the extent it is
valid and complete, any such notice, statement or other communication shall be
effective as of the date received, unless sent by registered mail, in which case it shall be
effective ten (10) calendar days after the mailing thereof, as evidenced by the receipt
received at the time of registration.
12.02 All applications for payment submitted by CONSULTANT, all change orders and
certificates of payment issued by OWNER's project manager, and all communications
between OWNER and CONSULTANT, subsequent to the execution of the Agreement,
shall show the Agreement number, assigned to the project by OWNER.

ARTICLE 13 - DISPUTE RESOLUTION

13.01 The Parties to this Agreement will encourage the prompt and equitable settlement of all
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 controversies, claims and disputes between the Parties arising under or related to this
Agreement (“Dispute”).
13.02 If any Dispute cannot be resolved within thirty (30) calendar days, the Parties shall be
free but not obliged to commence arbitration pursuant to Article 14.

ARTICLE 14 - CHOICE OF LAW AND ARBITRATION

14.01 This Agreement shall be enforced, construed, interpreted and applied in accordance
with the laws of Switzerland, without resort to its conflict laws and the UN Convention on
the Sale of Goods.
14.02 Any Dispute which cannot be settled amicably as provided for in Article 13. shall be
submitted to arbitration in accordance with the following provisions of this Article 14.02.
a) Arbitration shall be held in Zurich, Switzerland and shall be conducted in the
English language in accordance with the Rules of Arbitration of the International
Chamber of Commerce by three (3) arbitrators appointed in accordance with the
provisions of the Rules of Arbitration of the International Chamber of Commerce.
The emergency arbitrator provisions shall not apply.
The arbitrators shall decide the matter in accordance with applicable law and this
Agreement and shall state the reasons for the decision. The decision of the
arbitration tribunal shall be final and binding upon the Parties and judgment upon
the award rendered may be entered by either Party and enforced in any court
having competent jurisdiction. The Parties shall share the procedural cost of the
arbitration in accordance with the decision of the arbitrators.
b) Notwithstanding the Parties’ obligation to arbitrate as set forth in Article 14.02 a),
each Party shall be entitled to seek the remedy of injunctive relief for claims
relating to alleged breaches of the non-disclosure obligations of Article 6. in any
court of competent jurisdiction. For the avoidance of doubt, the Parties expressly
agree that it would be inappropriate for the scope of any such injunction to prohibit
the continued use of Confidential Information as permitted under the terms of this
Agreement; accordingly, such injunctive relief shall not be sought to enjoin the
continued use of Confidential Information by either Party as permitted under the
terms of this Agreement, but rather only to address the threatened or actual
disclosure of Confidential Information in violation of the terms of this Agreement.
14.03 The arbitrators shall be prohibited from awarding punitive or exemplary damages or
other damages not permitted by or in excess of those permitted under this Agreement.
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ARTICLE 15 - FORCE MAJEURE
15.01 Neither Party shall be liable for damages because of delays in or failure of performance
(except payment obligations) when the delay or failure is due to acts of God, acts of civil
or military authority, acts of government (including but not limited to import or export
restrictions), changes in law or regulations (including but not limited to their general
interpretation), fire, flood, hurricane, tornado, explosion, earthquake, tidal waves, strikes,
war (declared or undeclared), terrorism, piracy, sabotage, pandemics, epidemics, import
and or export restrictions (including embargoes) or other cause beyond such Party’s
reasonable control and without its fault or negligence, if the Party:
a) uses best efforts to promptly notify the other in advance of conditions which will
result in a delay in or failure of performance;
b) uses commercially reasonable efforts to avoid or remove the conditions; and
c) promptly continues performance when the conditions are removed.
15.02 Considering the current situation of the outbreak and further continued spread of
COVID-19 worldwide and respective measures attempting to limit/control its further
spread and other consequences resulting thereof, the impact on the schedule for
delivery and/or performance of the Technical Assistance is uncertain. In case there is
any impact on the schedule resulting from the aforesaid during the validity of this
Agreement, then the schedule shall be extended accordingly and CONSULTANT shall
not be liable for any delay or any other risk, loss and damages arising from such impact.

ARTICLE 16 - MISCELLANEOUS
16.01 The failure of either Party hereto to insist upon strict performance of any terms,
conditions or covenants of this Agreement in any one or more instances shall not be
deemed to be a waiver by such Party of its rights to enforce thereafter any of such
terms, conditions or covenants.
16.02 The Parties agree that the Technical Assistance will be performed by CONSULTANT on
the basis of the rates and OWNER shall have no right to examine the books, records,
accounts, correspondence or instructions of CONSULTANT and its Affiliates or
subcontractors.
16.03 In the event one Party wishes to use the name of the other Party in a publication, press
release or news release in connection with the subject matter hereof, the advance
written approval of the other Party is required; neither Party shall be responsible for the
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 acts of any third parties.
16.04 Except for the Reciprocal Confidentiality Agreement, this Agreement and the Exhibits
attached hereto constitute the entire agreement between the Parties hereto with respect
to the subject matter hereof and supersedes all previous communications,
representations, understandings and agreements, either oral or written, between the
Parties or any official or representative thereof, with respect to said subject matter.
16.05 The headings of the Articles in this Agreement are included herein for convenience and
shall not be considered in construing this Agreement.
16.06 If any term or provision of this Agreement should be held invalid or unenforceable, the
Parties to this Agreement shall endeavour to replace such invalid terms or provisions
with other terms and provisions which correspond best to the Parties' original economic
and general intentions. The validity or unenforceability of any term or provision hereof
shall not be deemed to render the other terms and provisions hereof invalid or
unenforceable.
16.07 This Agreement may be modified only by an agreement in writing signed by both
Parties.
16.08 This Agreement may be signed in counterparts, all of which together shall constitute a
single agreement.
16.09 In case of conflict between the provisions of this Agreement and the provisions of its
Exhibits, annexes, schedules and the like, the provisions of the Agreement (this
document) shall prevail.

ARTICLE 17 - ANTI-CORRUPTION UNDERTAKING

17.01 Each Party represents and warrants that in the performance of this Agreement it shall
fully comply with all laws and regulations applicable to the activities under the
Agreement and any other anti-corruption laws otherwise applicable to it. 
17.02 The Parties acknowledge that they have entered into this Agreement in material reliance
on the representations and warranties made by the other Party herein. The Parties
hereby represent and warrant and undertake to act as follows:
17.03 The Parties do not and shall not during the entire duration of this Agreement, directly or
indirectly have as an employee, partner, or owner, director or officer, involved in the
performance of this Agreement, any current or former Public Official. Public Official shall
mean any officer or employee of a central or local government department (whether
executive, legislative, judicial or administrative), agency (or instrumentality of such
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 government, including but not limited to any government-owned business), public
international organisation, legislative or public assembly and national or international
court; public or other government officials, or any political party officials, or
and candidates for public or political party office, members of legislative or public
assemblies, officials of international organisations, or judges and officials of national or
international courts, as well as any person acting in an official capacity for or on behalf of
such central or local government, department, agency, public international organisation,
legislative or public assembly, international court, political party or other organisation
mentioned above. A former Public Official shall mean any Public Official who is not yet
released by any activity restriction status applicable to him/her pursuant to any law,
regulation or other applicable rule and in any case who left his/her services within the
previous twelve (12) months.
17.04 In connection with the Technical Assistance to be provided under this Agreement, the
Parties warrant that its employees, representatives or sub-agents shall not directly or
indirectly divert or pay any amounts to any person, including but not limited to Public
Officials, employees or agents, or employ any amounts due hereunder in a manner
which may constitute an unlawful or improper payment under any applicable law or
regulation and further warrants that none of the funds paid under this Agreement will be
used for the payment of any bribe, kickback or other illegal or improper payment for any
purpose but not limited to the influencing of the procurement or award of any such
business, contract or order. In the event any funds are so used or paid for such
purposes, such Party shall upon demand by the other Party, refund the amount of any
and all such payments and the other Party shall have the right at its election to terminate
this Agreement and all rights of hereunder with immediate effect by written notice to the
other Party without further obligation.
17.05 In performing this Agreement, the Parties shall comply and shall cause its employees
and representatives to comply with all applicable anti-bribery and corruption laws and
regulations.
17.06 Neither receipt of any amount due and payable under this Agreement, performance of
the Technical Assistance for which such amounts are payable, nor the relationship
created by or pursuant to this Agreement, are in any respect in violation of the laws,
rules, orders, policies or regulations of any country.
17.07 Neither Party, nor any director or officer of nor any employee of them involved in
providing Technical Assistance under this Agreement, has been, or is now indicted or
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 convicted of an offence whatsoever including an offence involving fraud, money
laundering, collusion, bribery or corruption.
17.08 A Party will, during the validity of this Agreement, inform the other Party of any
allegations of improper payments of any nature relating to it or any of its directors,
officers or employees of which have resulted in, or might reasonably be expected to
result in the investigation, indictment or conviction of it or any of its directors, officers or
employees, and will fully assist the other Party in investigating such allegations and
remedying any violation.
17.09 If, in the reasonable opinion of one of the Parties there has been a breach of the
obligations contained in this Article 17. to comply with all applicable laws, in particular, a
breach of the requirement to comply with anti-bribery and corruption laws that is related
to the execution of this Agreement, both Parties shall jointly appoint outside counsel to
determine the issue. The cost of such outside counsel shall be equally divided between
the Parties. If outside counsel determines that there has been a breach, the non-
breaching Party may serve written notice on the other Party requiring it to remedy the
breach within thirty (30) calendar days. In the event that the breaching Party fails to
remedy the breach, the non-breaching Party shall be entitled to terminate this
Agreement upon the expiration of the thirty (30) calendar days period with immediate
effect by written notice to the breaching Party.

ARTICLE 18 - EXPORTCONTROLS
18.01 CONSULTANT shall be exempted from the performance of any of its obligations under
or in connection with this Agreement, if and to the extent that such performance is in
violation of or otherwise inconsistent with:
a) any legal sanction or other export control provision affecting CONSULTANT’s
ability to perform; or
b) any contractual provision under CONSULTANT’s or its ultimate parent company’s
funding agreements.
CONSULTANT shall be entitled to suspend and/or terminate this Agreement with
immediate effect, as notified by CONSULTANT to OWNER and to the extent required by
the provisions mentioned in Article 18.01 a) and b), notwithstanding any other provision
in this Agreement. CONSULTANT shall, upon receipt of OWNER’s written request,
provide OWNER with reasonable evidence, such as an official notice or a legal opinion,
of the occurrence or continuation of the legal or contractual impediment and shall notify
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 OWNER in a timely manner after the conditions to resume performance are met in
accordance with this Article 18.
18.02 OWNER undertakes that it will not re-export or transfer in-country, directly or indirectly,
any Technical Assistance provided by CONSULTANT to OWNER to any recipient or to
any destination or for any use, unless in full compliance with all applicable legal
sanctions and other export control provisions under any applicable jurisdiction and the
provisions of this Agreement and upon CONSULTANT’s prior written consent.
CONSULTANT shall be entitled to suspend and/or terminate this Agreement with
immediate effect by written notice to OWNER, as notified by CONSULTANT to OWNER,
if OWNER breaches the above-mentioned undertaking, notwithstanding any other
provision in this Agreement.
18.03 OWNER represents and warrants that neither it nor any individual or entity that, directly
or indirectly, owns or controls it or is owned or controlled by or together with it, nor any of
its directors, officers or agents and other representatives is:
a) a designated target of any applicable legal sanction under any applicable
jurisdiction preventing CONSULTANT from participating in this project related to
the Plant, or
b) has, for the purpose of or otherwise in the context of this project related to the
Plant, conducted or is conducting any business dealings or activities, directly or
indirectly, with or for the benefit of any such designated target.
CONSULTANT shall be entitled to suspend and/or terminate this Agreement with
immediate effect by written notice to OWNER, as notified by CONSULTANT to OWNER,
if OWNER breaches the above-mentioned representation and warranty, notwithstanding
any other provision in this Agreement.

ARTICLE 19 - EFFECTIVE DATE

19.01 This Agreement shall come into force on the date all of the following conditions are
fulfilled:
a) both Parties have signed this Agreement; and
b) all Related Agreements have come into force.
19.02 The Effective Date shall be confirmed by CONSULTANT in writing.
19.03 In the event the Effective Date is not achieved latest ___ (___) months after the date first
above written, this Agreement shall expire.

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IN WITNESS WHEREOF, the Parties have caused their respective corporate names to be
affixed hereto and this instrument to be signed by their duly authorized officers, all as of the
date first above written.

___, ___ Jakarta, ___

Signed for and on behalf of Signed for and on behalf of
___ —--

…………………………………………… ……………………………………………

……………………………………………

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